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HomeMy WebLinkAboutExhibitSUBMERGED LANDS EASEMENT AGREEMENT THIS EASEMENT AGREEMENT ("Agreement") is made as of MC te, 2006 by THE CITY OF MIAMI, a municipal corporation of the State of Florida ("City,' ), to and for the benefit of CORAL REEF YACHT CLUB, a Florida non-profit corporation ("Grantee"). RECITALS A. The Grantee is the record title holder of approximately 3.82 acres of upland located at approximately 2484 South Bayshore Drive, Miami, Florida (the "Grantee's Property"). B. The City is the record title holder of approximately 4.21 acres of submerged land lying adjacent to the Grantee's Property, as more particularly described in Exhibit "A' attached hereto (the "Servient Estate"). C. The Grantee is the only possible user of the Servient Estate given its riparian rights. D. The Grantee through the use of Grantee's Property and the Servient Estate performs vital public functions such as attracting visitors to the City for regional, national and international sailing events, and teaching sailing and sailboat racing to members of the community. NOW, THEREFORE, in consideration of Ten and No/100 Dollars and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, City and Grantee agree as follows: AGREEMENTS 1. Recitals. The foregoing recitals are true and correct and are incorporated herein as if set out in full in the body of this Agreement. 2. Grant of Easement. City hereby grants to Grantee, its employees, members, agents, contractors, subcontractors, invitees and guests, an easement over, across and upon the Servient Estate , for the limited purpose of constructing, maintaining and operating a manna, providing dockage, to drive pilings, place pile caps, slabs, beams and rip rap, run utilities and take such other action as is reasonably necessary to construct and utilize a system of fixed or floating docks and piers, or a combination thereof, over and on the Servient Estate and to maintain and from time to time, to rebuild or reconfigure such system of docks and piers (the Permitted Uses"). The use of the docks and piers shall be limited to Grantee's members, invited guests and law enforcement, All construction and use of the docks and piers shall be done in compliance with the laws and regulations of all government agencies having jurisdiction over such docks and piers. 3. Term. This Agreement shall commence thirty days after receiving State Approval according to conditions acceptable to the City and Grantee as set forth in Section 24 herein (the "Effective Date''), and shall run with the land in perpetuity provided, however, that this easement shall automatically terminate and revert to Grantor with the right of immediate possession and right of entry to the Grantor, or its successors in interest, in the event Grantee: (a) assigns this easement without the City's prior written consent; (b) conveys any interest in the Dominant Estate to a third party without the City's prior written consent; (c) does not use the Servient Estate for the Permitted Use; (d) fails to maintain a non-profit status; (e) abandons or discontinues the Permitted Use for thirty (30) days, except during times of repair, replacement or construction. Upon termination of this Agreement, all rights and privileges derived from, and all duties and obligations created and imposed by the provisions of this Agreement, shall terminate and have no further force or effect; provided, however, that the termination of this Agreement shall not limit or affect any remedy at law or in equity that either party may have against any other parties with respect to any liability or obligation arising or to be performed under this Agreement prior to the date of such termination. 4. Operations. The Grantee shall, at its sole cost and expense, make any and all improvements required for its use of the Servient Estate. The Grantee shall not encroach beyond the boundaries of the Servient Estate. Should the Servient Estate be abandoned or discontinued by law or otherwise, said easement shall cease and revert with the right of immediate possession and right of entry to the City or its successors in interest. 5. Condition of the Property. Grantee accepts the Servient Estate "as -is", in its present condition and state of repair and without any representation by or on behalf of City except as to the City' title to the Servient Estate, and agrees that City shall, under no circumstances, be liable for any latent, patent or other defects in the Servient Estate. Grantee, at its sole cost, shall maintain the Servient Estate in good order and repair at all times and in an attractive, clean, safe and sanitary condition and shall suffer no waste or injury thereto. Grantee shall be responsible for all repairs and replacements to the Servient Estate required or caused by the use of any part thereof. 6. Expense and Maintenance Responsibilities. Grantee shall design, construct, install, maintain and repair any and all improvements required for its use of the Servient Estate, including, but not limited to, ail related infrastructure improvements and permitting costs, at Grantee's sole cost and expense (hereinafter "Improvements"). Grantee shall submit plans and specifications for such Improvements to all governmental entities having jurisdiction over the improvements for their prior written approval. Additionally, such plans and specifications shall also be submitted to the City Manager or his designee for his prior written approval, which shall not be unreasonably withheld provided that such Improvements are in compliance with the terms of this Agreement. In the event of an emergency, Grantee may reasonably proceed to perform such repair work and shall immediately notify the City of such work. Grantee shall keep the Servient Estate in a safe, sightly, good and functional condition during the term of this Agreement at Grantee's sole cost and expense. All work performed by or on behalf of Grantee shall be conducted in a lien -free manner and in accordance with Paragraph 7 hereof. Prior to commencement of construction, Grantee shall submit to the City Manager proof of funding and/or its financing plans.. 7. Mechanics' Liens. Grantee shall not knowingly suffer or permit any mechanics' liens to be filed against the title to the Servient Estate by reason of work, labor, services or materials supplied to Grantee or anyone having a right to possession of the Servient Estate as a result of an agreement with Grantee acting, with or without Grantee's consent. Nothing in this Agreement shall be construed as constituting the request of the City, expressed or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing of any materials, for any specific work on the Servient Estate nor as giving Grantee the right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any mechanics' liens against the City's interest in the Servient Estate. If any mechanics' lien shall at any time be filed against the Servient Estate by reason of work, labor services or materials supplied to Grantee, its officers, members, agents, employees, , contractors or subcontractors, Grantee shall cause it to be discharged of record (by bonding, notice of bond or otherwise) within 2 thirty (30) days after the date that it has notice of its filing; provided, however, that Grantee shall not be required to pay or discharge any mechanics' lien within the thirty (30) day period, so long as Grantee shall in good faith proceed to contest the lien by appropriate proceedings or shall furnish reasonably satisfactory evidence that funds are or will be available to pay the amount of the contested lien claim with all interest on it and costs and expenses, including reasonable attorneys fees to be incurred in connection with it. If Grantee does not: i) cause a mechanics lien to be discharged of record within thirty (30) days after the date Grantee has notice of the filing of a lien; or ii) in good faith proceed to contest the lien by appropriate proceedings within the thirty (30) day period, then Grantee shall be in default of this Agreement. 8. Utilities. Grantee shall pay for all utilities, including. but not limited to, electricity, water, stormwater fees, gas, telephone, garbage and sewage disposal used by Grantee during its occupancy of the Servient Estate pursuant to this Agreement, as well as all costs for installation of any lines and equipment needed by Grantee, its officers, members, agents, invitees, employees, guests, contractors or subcontractors. Grantee, at its sole cost, shall install al utilities required for its use and install separate utility meters required thereby and shall be billed directly by the applicable utility company for such services. 9. Advertising. Grantee shall not permit any advertising signs to be placed either in the interior or upon the exterior of the Servient Estate without having first obtained the approval of the City Manager or his designee. Notwithstanding the foregoing, Grantee shall be permitted to place non-commercial signage which is usual and customary in a marina for the purpose of providing identification, safety and regulatory information. 10. Ownership of Improvements. As of the Effective Date and throughout the Term, title to ail improvements on the Servient Estate shall be vested in Grantee, unless otherwise provided by other written agreement. 11. Removal of Property. In the event of termination of this Agreement and if the City so requires by written notice to Grantee, Grantee shall promptly remove all personal property, fixtures and equipment and any buildings and other improvements constructed or caused to be constructed by Grantee on the Servient Estate within one hundred and eighty (180) days after termination of this Agreement. In the event Grantee fails to remove its personal property, equipment and fixtures, and any such buildings and other improvements so designated by the City from the Servient Estate within said one hundred and eighty (180) day period, said property shall be deemed abandoned and thereupon shall become the sole property of the City. The City, at its sole discretion and without liability, shall remove the same and Grantee shall reimburse the City for all reasonable expenses associated with such removal and disposal and the City shall have a lien on the Dominant Estate to secure Grantee's obligation to reimburse the City for such cost of removal. Any and all improvements made to the Servient Estate, other than those portions used by other parties not under Grantee's control, shall be done at the sole cost, expense and risk of Grantee. 12. Consideration. In consideration of the granting of this Agreement, Grantee shall pay to the City for the use of the Servient Estate One Million One Hundred and Forty Thousand Dollars ($1,140,000.00). The Grantee shall procure a survey of the Servient Estate, which cost shall be split 50/50 between the City and Grantee. The City's fifty percent (50%) share shall be credited against the amounts due by Grantee to City. In the event the survey shows a difference of 10% or less in square footage, there shall be no adjustment to the consideration paid by Grantee for use of the Servient Estate. In the event there is more than a 10% difference up or down in the square footage, the consideration shall be adjusted based on a rate of $6.55 per square foot. 13. Compliance With Permits and Laws. In connection with the construction, maintenance and use of the Servient Estate, Grantee shall: (i) obtain and maintain all required permits and approvals from applicable Governmental Authorities having jurisdiction or regulatory authority over same; and (ii) comply with all Applicable Laws with respect to the Servient Estate, including, but not limited, to Chapter 713, F.S. Grantee, in connection with its use of the Servient Estate, shall comply with ail laws which apply to its use of the Servient Estate, including to the extent applicable to Grantee the Americans with Disabilities Act ( `ADA") and including to the extent applicable to Grantee all laws prohibiting discrimination. 14. insurance. In connection with the Servient Estate, Grantee shall obtain and maintain or cause to obtained and maintained throughout the term of this Agreement the types and amounts of insurance coverages set forth in Exhibit B, attached hereto and incorporated herein by this reference. 15. Indemnity. Grantee shall indemnify, defend and save harmless City and City's successors, permitted assigns, officials, employees and agents (the "City Indemnified Parties") from and against any and all claims, actions, proceedings, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and costs), arising out of, or relating to the Servient Estate, or in any way connected to the, construction, installation, maintenance and repairs which Grantee its officers, members, agents, invitees, employees, guests, contractors or subcontractors perform or cause to be performed in the Servient Estate and the use of the easements described herein, or arising out of or resulting from Grantee's failure to comply with the provisions of Section 24 and Grantee's obligation to maintain the public walkway improvements as provided in Section 41 (the "Indemnified Matters"). In case any action or proceeding is brought against City by reason of any of the Indemnified Matters, Grantee, upon sixty (60) days' written notice from City, shall, at its expense, resist or defend the action or proceeding by counsel reasonably satisfactory to City and pay for related attorney costs, court costs, damage awards, as well as satisfy any other remedies demanded by the court. City shall also be entitled to appear, defend, or otherwise take part in such action or proceeding, at its election, and at the sole expense of City by counsel located within Miami -Dade County, Florida of its own choosing, provided that: (i) such action by City shall not limit or make void any liability of any insurer of Grantee or City with respect to the claim or matter in question; and (ii) City shall not, without Grantee's prior written consent, settle any such action or proceeding or interfere with Grantee's defense or prosecution of such action or proceeding. The provisions of this Section shall survive the termination of this Agreement. Nothing contained in this Section 15 shall create a right to indemnity in favor of the City Indemnified Parties for or on account of their own gross negligence or willful misconduct. 16. No Liability. In no event shall the City be liable or responsible for injury, loss or damage to the property, Improvements, fixtures and/or equipment belonging to or rented by Grantee, its officers, members, agents, employees, contractors, sub -contractors, assigns, invitees or patrons occurring in or about the Servient Estate that may be stolen, destroyed, or in any way damaged, including, without limitation, fire, flood, steam, electricity, gas, water, rain, vandalism or theft which may leak or flow from or into any part of the Servient Estate, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures on the Servient Estate, or from hurricane or any act of God or any act of negligence of any user of the facilities or occupants of the Servient Estate or any person whomsoever whether such damage or injury results from conditions arising upon the Servient Estate or upon other portions of the Servient Estate or from other sources. Grantee indemnifies the City, its officers, agents and employees from and against any and all such claims even if the claims, costs, liabilities, suits, actions, damages or causes of action arise from the negligence or alleged negligence (but not gross negligence or willful misconduct) of the City, including any of its employees, agents, or officials so long as they are acting within their scope of employment Nothing contained in this Section 16 shall create a right to indemnity in favor of the City Indemnified Parties for or on account of their own gross negligence or willful misconduct. 4 Grantee acknowledges that, as lawful consideration for being granted the right to utilize and occupy the Servient Estate, Grantee, on behalf of itself, its agents, invitees, employees, guests, contractors, and sub -contractors does hereby release from any legal liability the City, its officers, agents and employees, from any and all claims for injury, death or property damage resulting from Grantee's use of the Servient Estate. Grantee further agrees that it shall be responsible for providing its own security. 17. Safety. Grantee and each of its employees, agents, officers, contractors and subcontractors shall allow the City inspectors, agents or representatives the ability to monitor compliance on the Servient Estate with safety precautions as required by federal, state or local laws, rules, regulations and ordinances. By performing these inspections, the City, its agents, or representatives are not assuming any liability by virtue of these laws, rules, regulations and ordinances. Grantee and each of its employees, agents, officers, contractors and subcontractors shall have no recourse against the City, its agents or representatives from the occurrence, non- occurrence or result of such inspection(s). Simultaneously with the Effective Date, Grantee shall contact the City's Risk Management Department Safety Unit in writing to coordinate such inspection(s). 18. Taxes. Grantee covenants and agrees to pay before any fine. penalty, interest or costs is added for nonpayment, any and all charges, fees, taxes or assessments levied against the Servient Estate and improvements, property, sales, rents or operations thereon, or against personal property of any kind, owned by or placed in, upon or about the Servient Estate, including, but not limited to sales, ad valorem taxes, fire fees and parking surcharges, as applicable . Payment thereof shall commence with and shall include taxes, if any assessed for then current year. Grantee further covenants and agrees to pay all of the said taxes, if any, lawfully assessed, on such dates as they become due and payable. In the event Grantee fails to pay the real property taxes by April 1st of each year, Grantee shall be responsible to pay the City a late fee equal to 5% of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs the City will incur by reason of late payment by Grantee. Acceptance of such late charge by the City shall not constitute a waiver of Grantee's default with respect to such delinquent amount, nor prevent the City from exercising any of its other rights and remedies or at law or in equity. Any real property taxes not paid by April 15` of each year and actually paid by the City shall bear interest at the rate of 18% per annum, commencing on April 1 and shall constitute a lien on the Dominant Estate to secure Grantee's obligations to pay such taxes. Grantee shall pay such interest to the City. Payment of such interest shall not excuse or cure any default by Grantee under this Agreement. In the event that Grantee becomes delinquent in the payment of real property taxes, the City, upon providing written notice to Grantee, may require either of the following, at its sole option: (1) Grantee to escrow monthly to the City an amount equal to one -twelfth of the amount billed for ad valorem taxes, without discounts, during the previous calendar year plus 5% to cover estimated annual tax increases. Said amount shall be paid on the first day of each month. In the event the amount escrowed is not sufficient to pay the full amount of taxes due, Grantee shall pay the difference to the City for remittance to the County within fifteen (15) days of receipt of notice from the City of the amount of such deficiency. in the event the amount of monies escrowed are in excess of the taxes due, the balance shall be applied to the following year's tax payment; or (2) Grantee shall enroll in the Dade County Ad Valorem Tax Payment Plan. Failure of Grantee to pay the real property taxes levied on the Servient Estate when due and any late fees in connection therewith, to pay a monthly real estate tax escrow to the City, or to enroll in the Dade County Ad Valorem Tax Payment Plan as aforesaid shall constitute an event(s) of default under this Agreement. 5 Notwithstanding the foregoing, Grantee shall have the right to appeal or contest the imposition of any taxes and/or the assessed values in accordance with applicable law. 19. Eminent Domain. In the event the whole or any part of the Servient Estate is taken by right of eminent domain or any similar authority of law (a "Taking"), the entire award for the value of the land and improvements so taken shall be apportioned between Grantee and the City in proportion to the respective values of Grantee's Easement and the City's interest in the Servient Estate. 20. Compliance with Environmental Laws. Grantee represents and warrants that during the term of this Agreement, it will not use or employ the Servient Estate, or any other City -owned property, to handle, transport, store or dispose of any Hazardous Materials and that it will not conduct any activity on the Servient Estate or City -owned property in violation of any applicable environmental laws. Notwithstanding the foregoing, Grantee may handle, transport, store or dispose of Hazardous Materials as necessary for Grantee's Permitted Use of the Servient Estate as long as such handling, transportation, storage and disposal is performed in strict compliance with all applicable laws and regulations. Grantee hereby indemnifies and holds harmless the City and their respective officers, employees and agents, from and against all actions and liabilities relating to Grantee's handling, transportation, storage and disposal of Hazardous Materials on or about the Servient Estate or City -owned property. The requirements of this paragraph shall survive the cancellation, revocation, termination or expiration of this Agreement. 21. Hazardous Materials. In connection with its activities on the Servient Estate. , Grantee shall, at its sole cost and expense, at all times and in all respects comply with all federal, state and local laws, statutes, ordinances and regulations, rules rulings, policies, orders and administrative actions and orders relating to hazardous materials ('Hazardous Materials Laws"), including, without limitation; any Hazardous Materials Laws relating to industrial hygiene, environmental protection or the use, storage, disposal or transportation of any flammable explosives, toxic substances or other hazardous, contaminated or polluting materials, substances or wastes, including without limitation, any "Hazardous Substances", "Hazardous Wastes", "Hazardous Materials" or "Toxic Substances" (collectively "Hazardous Materials"), under any such laws, ordinances or regulations. In connection with its activities hereunder, Grantee shall, at its sole cost and expense, procure, maintain in effect and comply with all conditions of any and all permits. licenses and other governmental and regulatory approvals relating to the presence of Hazardous Materials within, on, under or about the Servient Estate or required for Grantee's use of any hazardous materials in or about the Servient Estate in conformity with all applicable Hazardous Materials Laws and prudent industry practices regarding management of such Hazardous Materials. Upon cancellation, revocation, termination or expiration of this Agreement, Grantee shall, at its sole cost and expense; cause all Hazardous Materials, including their storage devices, placed in or about the Servient Estate by Grantee or at Grantee's direction, to be removed from the Servient Estate and transported for use, storage or disposal in accordance and compliance with all applicable Hazardous Materials Laws. Grantee may operate according to the custom of the industry so long as the use or presence of Hazardous Materials is strictly and properly monitored according to, and in compliance with, all applicable governmental requirements. The requirements of this paragraph shall survive the cancellation, revocation, termination or expiration of this Agreement. The City represents that: (i) To the best of its knowledge, there are no environmental violations, whether under federal, state, or local laws, existing on the Servient Estate; (ii) To the best of its knowledge, there are no Hazardous Materials presently existing on the Servient Estate. 6 22. Default and Termination. if Grantee in any manner defaults in the performance of this Agreement, the City Manager may give written notice to Grantee of such default. If Grantee fails to cure such default within ninety (90) days after written notice is given to Grantee (or such longer period as may be reasonably necessary to cure such default, provided Grantee promptly commences and diligently continues to cure the default), the City may elect to: (i) terminate this Agreement for a material breach adversely affecting the City's interest in the Servient Estate or (ii) pursue any other remedy available at law or in equity. In the event the material breach consists of or involves a violation of Section 13 asserted by a non -governmental third party, the Easement may not be terminated unless Grantee fails to comply with or satisfy a judgment finding Grantee in violation of paragraph 13. 23. State Approval. Grantee acknowledges that the Servient Estateis subject to certain restrictions contained in Deed No. 19448 made by the Trustees of the Internal Improvement Fund of the State of Florida to the City dated February 24, 1949. Grantee and City will fully cooperate and work together utilizing best efforts and diligence in order to obtain a finding of compliance with the deed restriction or a waiver of deed restriction if a finding of compliance cannot be obtained from the State of Florida Board of Trustees of the Internal Improvement Trust Fund. The Effective Date of this Agreement is subject to, among other things, the City obtaining the approval of the Trustees of the Internal Improvement Fund of the State of Florida (the "State Approval"), for the use of the Servient Estate as set forth in this Agreement. Should the State of Florida require the payment of any fee or other consideration for the State Approval, the City and Grantee agree to negotiate a mutually acceptable payment of the fees. In the event the State Approval is not obtained within eighteen (18) months from the execution of this Agreement, then this Agreement shall be null and void ab initio. 24. Public Purpose. Grantee, at its sole cost, agrees to provide, or cause to be provided, during the months of May and September, the clean-up of the island located easterly of the Servient Estate, as depicted in Exhibit C attached hereto. Cleanup shall consist of removing and disposing of ordinary trash and litter that may be located on the island. This obligation shall be limited solely to the pick up and removal of trash and small debris weighing less than ten (10) pounds that may be located on the island. This obligation shall be limited to the pick up and removal of trash and litter that can be picked easily up by hand_ The Grantee shall have no obligation to remove and dispose of any dangerous, hazardous or toxic materials, jetsam, flotsam, storm debris, derelict vessels or parts thereof or any other debris weighing in excess of ten (10) pounds, individually. The Grantee agrees to: (i) continue to host regional, national or international sailing events or regattas which attract visitors to the City; (ii) make its docks available to transient guests from other yacht clubs and organizations with which the Grantee shares "reciprocal privileges'; (iii) permit temporary dockage of one law enforcement vessel not to exceed 36 feet in length within the Servient Estate; and (iv) contribute one half the cost to place a navigation marker and light at the end of the "seaplane" channel. 25. Title. Grantee may, at its sole cost and expense, obtain title insurance on Grantee's interest in the Servient Estate. The City shall cooperate with Grantee and reasonably assist in curing any title defects which may be disclosed by a title search or survey. Nothing contained herein shall require the City to cure any title defects other than those created by the City nor shall City be required to bring any action or to incur any expense to cure any title defect. Grantee agrees to perform all necessary title work that it elects to perform in a timely fashion on or before the Effective Date. Grantee's execution of this Agreement and payment of the consideration to the City shall be conclusive evidence that Grantee has accepted title to the easement contemplated hereunder in its then "AS IS" condition. 26. Frustration of Purpose. If within 24 months following the Effective Date, Grantee is unable to obtain the permits necessary to construct the improvements necessary to construct and operate a marina similar to the one currently operated by Grantee in the Servient Estate under a lease with the City, then Grantee may cancel this Agreement and return the Servient Estate to the City. In such event, the City shall return the consideration paid less a 7 termination fee of Seven Thousand One Hundred Sixty Seven Dollars and 00/100 ($7,167.00) per month for each month after the Effective Date to the date of surrender of possession. Grantee shall, if so requested by the City, remove existing docks at its own expense, less any reduction due Grantee by the City. 27. Notices. All notices and other communications under this Agreement shall be in writing and shall be given by certified mail, return receipt requested, hand delivery or courier ("Notice"( addressed to the City or Grantee as may be applicable, at: City: City of Miami City Manager 3500 Pan American Drive Miami, FL 33130 with a copy to City of Miami City Attorney 444 S.W. 2nd Avenue, Suite 945 Miami, FL 33130 City of Miami Director, Public Facilities Asset Management Division 444 S.W. 2na Avenue, 3'd Floor Miami, FL 33130 Grantee: Coral Reef Yacht Club Attn: Commodore 2484 S Bayshore Drive Miami, FL 33133 With copy to: Coral Reef Yacht Club Attn: General Manager 2484 S Bayshore Drive Miami, FL 33133 or to such other address as either party may designate from time to time. If Notice is given by hand delivery or courier, Notice shall be deemed served on the date of such delivery. if the Notice is sent via certified mail, Notice shall be deemed served five (5) business days after the date the Notice is deposited with the U.S. Post Office. 28. Assignment; Binding Effect. This Agreement may not be assigned, pledged, transferred or encumbered without the expressed written approval of the City Manager, which approval may be withheld or conditioned in his sole discretion. This Agreement shall be binding upon and inure to the benefit of City and Grantee and their respective successors and permitted assigns. Any transferee approved by the City of any part of the Servient Estate shall automatically be deemed, by acceptance of the title to any portion of the Servient Estate, as the case may be, to have assumed all obligations of this Agreement. 29. Headings. The captions and headings contained in this Agreement are for convenience of reference only and shafl not affect the construction or interpretation of this Agreement. 30. Non -Dedication. Nothing contained in this Agreement shall be deemed to be a gift or dedication of any portion of the Servient Estate to Grantee, it being the intention of the parties hereto and their successors and assigns that nothing in this Agreement, expressed or implied, shall confer upon any person other than the parties hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement. 31. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision beyond such extent or in any other jurisdiction. It is the intention of the parties to this Agreement that if any provision of this Agreement is capable of two constructions, one of which would render the provision void and the other of which would render the provision valid, the provision shall have the meaning which renders it valid. 32. Responsibility. Notwithstanding anything to the contrary contained in this Agreement, each party to this Agreement shall be liable and responsible for the obligations, covenants, agreements, and responsibilities created by this Agreement and for any judgment rendered hereon only to the extent of its respective interest in the Servient Estate and the improvements thereon. 33. Attorneys' Fees. in the event it becomes necessary for either party to institute legal proceedings to enforce the provisions of this Agreement, each party shall bear its own attorneys' fees through all trial and appellate levels. 34. Waiver of Jury Trial. The parties hereby knowingly, irrevocably, voluntarily and intentionally waive any right either may have to a trial by jury in respect of any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement or any amendment or modification of this Agreement or any other agreement executed by and between the parties in connection with this Lease, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a material inducement for City and Grantee to enter into this Agreement. 35. No Third Party Beneficiaries. Nothing in this Agreement shall confer upon any person, other than the parties and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement. 36. Construction. Both parties substantially contributed to the preparation and negotiation of this Agreement. Accordingly, this Agreement shall not be construed against the party responsible for preparing it. 37. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, without application of its conflict of law principles. 38. No Partnership. Nothing in this Agreement shall be construed to make the parties hereto partners or joint venturers or render either of said parties liable for the debts or obligations of the other. 39. Counterparts. This Agreement may be executed in any number of counterparts. all of which taken together shall constitute one and the same instrument and any party hereto may execute this Agreement by signing any such counterpart. 9 40. Recording. Unless otherwise required by the State of Florida, the parties agree that this Easement Agreement shall not be recorded but that a Memorandum of Easement in the form attached hereto as Exhibit E shall be recorded at the Grantee's expense. 41. Maintenance of the Public Area. Grantee agrees to participate with the City in the planning of the improvements and landscaping to be constructed by the City on the Public Area between the Dominant Estate and South Bayshore Drive (the "Public Area Improvements"). Once the Public Area improvements have been installed by the City, Grantee, at its sole cost, shall maintain the landscaping and shall clean up litter and debris in the Public Area on a routine basis and in a manner consistent with Grantee's maintenance of the Dominant Estate. IN WITNESS WHEREOF, City and Grantee have executed this Easement Agreement as of the date set forth above. AIIEST: CITY OF MIAMI, a Municipal Corporation of the State of Florida By: By: Priscilla A. Thompson, City Clerk Joe Arriola, City Manager APPROVED AS TO INSURANCE APPROVED AS TO FORM AND REQUIREMENTS: CORRECTNESS: By: By Jorge L. Fernandez Risk Management Department City Attorney STATE OF COUNTY OF ) ) The foregoing instrument was acknowledged before me this day of 2006, by , as the City Manager of the City of Miami, a municipal corporation of the State of Florida, on behalf of the City. Personally Known or Produced Identification Type of Identification Produced Signature: Name: [Print or type] Title: Notary Public Serial No., if any: My commission expires 10 A t I EST: By: Print Name & Title STATE OF F70r¢�� ) COUNTY OF > /chi �� d } CORAL REEF YACHT CLUB. a Florida non-profit corporation Print Name & Title The foregoing instrument was acknowledged before me this *h day of FY\ 2006, bas the C( nr.r�. dor �' Coral Reef Yacht Club, a Florida non-profit corporation. Personally Known or Produced Identification Type of identification t Produced % L -66 utr L+ z,yyse 11 Sicgture: Print b type] Title: Notary Public Serial No., if any: My commission expires �G� * ' JUOY L DE SOUSA r. , . :,` MY COMMISSION # CD 5335'32 •<= EXPIRES: April 1, 2010 BorOod7MuWary PublicUnaiiwrnars Exhibit A EASEMENT AREA SERVIENT ESTATE Two abutting parcels of submerged land in Biscayne Bay, lying in Section 22, Township 54 South, range 41 East, Miami, Dade County, Florida, described as follows: Begin at the intersection of the southeasterly extension of the northeasterly line of Lot 16, Block 43 of SAMUEL RHODES AMENDED MAP OF NEW BISCAYNE, and the Dade County Bulkhead Line (U.S. Harbor and Pierhead Line), as recorded in Plat Book "B" at Page 116 and in Plat Book 74, at Page 3-5, respectively of the Public Records of Dade County, Florida, thence run southeasterly along said northeasterly line for a distance of 485 feet; thence deflecting to the right 90° run southwesterly a distance of 253.6 feet more or less to a point of intersection with the southeasterly extension of a line that is 50.0 feet southwesterly of and parallel with the southwesterly line of said Lot 16; thence deflecting to the right 90° run northwesterly along the southeasterly extension of a line that is 50.0 feet southwesterly of and parallel with the southwesterly line of said Lot 16 for a distance of 502 feet more or less to a point on the Dade County Bulkhead Line, (U.S. Harbor and Pierhead Line); thence deflecting to the right 90° 25' 29" run northeasterly along said Dade County Bulkhead Line (U.S. Harbor and Pierhead Line) a distance of 163.4 feet more or less to a point, which point is an angle point in the said Dade County Bulkhead Line (U.S. Harbor and Pierhead Lines, thence deflecting to the right 10° 48' 01" continuing along said Dade County bulkhead line (U.S. Harbor and Pierhead Line), a distance of 91.7 feet more or less to the point of beginning; said parcel containing 2.92 acres (127.256 square feet) more or less. and; Commence at the intersection of the southeasterly extension of the northeasterly line of Lot 16, Block 43 of SAMUEL RHODES AMENDED MAP OF NEW BISCAYNE, and Dade County Bulkhead Line, (U.S. Harbor and Pierhead), as recorded in Plat Book "B" and Page 16 and in Plat Book 74, at Page 3-5, respectively of the Public Records of Dade County, Florida; thence run southeasterly along the southeasterly extension of said northeasterly line of Lot 16 for a distance of 45 feet to the point of beginning of the parcel herein described; then continue southeasterly along said line a distance of 320.29 feet; thence deflecting to the left 90° run northeasterly a distance of 190 feet thence deflecting to the left 90° run northwesterly a distance of 269.38 feet, thence deflecting to the left 75 ° run southwesterly a distance of 196.70 feet to the point of beginning, continue 1.29 acres (56,129 ft. 2) more or less. 12 7 E CORAL REEF YACHT CLUB UPLAND AREA N5l°33'55" ' 14.72 SUBMERGED LAND EASEMENT AREA L EASc L //Y�/ EXHIBIT A To be replaced with updated survey Exhibit B INSURANCE REQUIREMENTS Grantee agrees to have the following policies of insurance in effect and will provide duly authorized certificates of insurance to the Risk Manager for the City of Miami to confirm the existence of such policies of insurance to gain physical access to the parcel(s) of land owned by the City of Miami which are described in this Agreement. Such policies of insurance are to be in effect no later than the date of physical access to such parcels of land by Grantee, its contractors and subcontractors pursuant to this Agreement, except as otherwise noted in this Agreement. I. Commercial General Liability subject to limits and endorsements as shown below: A, Limits of Liability: Bodily injury and property damage liability each occurrence: $1,000,000 General aggregate limit: $2,000,000 Products/completed operations: $1,000,000 Personal and advertising injury: $1,000,000 B. Endorsements required: City of Miami included as additional insured Employees included as insured Independent contractor's coverage Waiver of subrogation Explosion, Collapse and underground hazard II. Business Automobile Liability A. Limits of Liability ("') Bodily injury and property damage liability combined single limit Any auto, including hired, borrowed, or non -owned autos any one accident: $1,000,000 B. Endorsements required City of Miami included as an additional insured III. Workers Compensation Limits of liability Statutory -State of Florida Waiver of subrogation IV. Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident. $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit 13 V. Marine Operators Legal Liability A. Limits of Liability Each Occurrence $1,000,000 Aggregate $1,000,000 Insurance Requirements for Construction of Docks (by General Contractor): Commercial General Liability subject to limits and endorsements as shown below: Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Products/Completed Operations Personal and Advertising Injury B. Endorsements Required $1, 000.000 $ 2,000,000 $ 1,000000 $1,000,000 City of Miami included as an Additional Insured Employees included as insured Independent Contractors Coverage Contractual Liability Waiver of Subrogation Premises/Operations Explosion, Collapse and Underground Hazard Loading and Unloading II. Business Automobile Liability Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami included as an Additional Insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation IV. Employers Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident, $100,000 for bodily injury caused by disease, each employee $500.000 for bodily injury caused by disease, policy limit 14 V. Umbrella Policy A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 1,000,000 Aggregate $ 1,000,000 VI. Owners & Contractor's Protective Each Occurrence General Aggregate $1,000,000 $1,000,000 The City's Department of Risk Management, reserves the right to reasonably amend the insurance requirements by the issuance of a notice in writing to Grantee. The Grantee shall provide any other insurance or security reasonably required by the City. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change. Companies authorized to do business in the State of Florida with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management and no less than Class V as to financial strength by the latest edition of Best's Insurance Guide, published by A. M. Bests Company, Oldwick, New Jersey, or its equivalent. All policies and/or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Notwithstanding the foregoing, Grantee may cause its independent contractors to provide some or all of the foregoing insurance coverages, and to the extent that such independent contractors carry such coverages, Grantee shall not be required to carry such coverages. so long as the coverages obtained by Grantee and such independent contractors together satisfy the requirements of this Agreement. 15 16 Exhibit GRANTEE CORPORATE RESOLUTION (To be included prior to Execution) 17 Exhibit E MEMORANDUM OF EASEMENT This instrument was prepared by: Brian L. Fink, Esq. Catlin Saxon Evans Fink Kolski & Romanez, LLP. 2600 Douglas Road Suite 1109 Coral Gables, Florida 33134 OFFICE FOR USE BY RECORDING MEMORANDUM OF EASEMENT AGREEMENT This Memorandum of Easement Agreement is entered into on 200_. by THE CITY OF MIAMI, a municipal corporation of the State of Florida, (hereinafter referred to as "City" or "Grantor") and CORAL REEF YACHT CLUB, a Florida non-profit corporation (hereinafter referred to as "Grantee"). 1. City and Grantee entered into a SUBMERGED LANDS EASEMENT AGREEMENT ("Agreement") dated as of . 200_, for the purpose of Grantee constructing, maintaining and operating a marina, providing dockage, to drive pilings, place pile caps, slabs, beams and rip rap, run utilities and take such other action as is reasonably necessary to construct and utilize a system of fixed or floating docks and piers, or a combination thereof, over and on the Servient Estate and to maintain and from time to time, to rebuild or reconfigure such system of docks and piers. All of the foregoing is set forth in the Easement Agreement. 2. The term of the Easement is perpetual unless earlier terminated for cause as set forth therein. 3. The Servient Estate that is the subject of the Easement Agreement is described in Exhibit "A" annexed hereto. 4. Copies of the Easement Agreement shall be available from the City of Miami, Department of Public Facilities, 444 SW 2nd Avenue, 3`d Floor, Miami, Florida 33130. 18 IN WITNESS WHEREOF, the parties have executed this Memorandum of Easement Agreement as of the day and year first written above. Signed, Sealed and Delivered in our Presence: Print Name: Print Name: ATTEST: PRISCILLA THOMPSON City Clerk APPROVED AS TO FORM AND CORRECTNESS: JORGE L. FERNANDEZ City Attorney APPROVED AS TO INSURANCE REQUIREMENTS: Risk Management Print Name: THE CITY OF MIAMI, a municipal corporation of the Stat By: JOE ARRIOLA, City Manager CORAL REEF YACHT CLUB, a Florida non-profit corporation By: Print Name: CHARLES BAUMBERGER, Commodore STATE OF FLORIDA COUNTY OF MIAMI-DADE: THIS INSTRUMENT WAS ACKNOWLEDGED before me this day of , 20. by JOE ARRIOLA, as City Manager of THE CITY OF MIAMI, a municipal corporation of the State of Florida. He is personally known to me or produced as identification and did not take an oath. Print Name: Notary Public, State of Florida My Commission Expires: STATE OF FLORIDA COUNTY OF MIAMI-DADE: THIS INSTRUMENT WAS ACKNOWLEDGED before me this day of , 2(l by CHARLES BAUMBERGER, as Commodore of CORAL REEF YACHT CLUB, a Florida non- profit corporation. He is personally known to me or produced as identification and did not take an oath. Print Name: Notary Public, State of Florida My Commission Expires: 20 SUBMERGED LANDS EASEMENT AGREEMENT THIS EASEMENT AGREEMENT ("Agreement") is made as of , 2006 by THE CITY OF MIAMt, a municipal corporation of the State of Florida ("City"), to and for the benefit ofCORAL REEF YACHT CLUB, a Florida non-profit corporation ("Grantee"). RECITALS A. The\Grantee is the record title holder of approximately 3.8.2 acres of upland located at approxima1' y 2484 South Bayshare Drive, Miami, Florida (the "Grantee's Property"), B. The City i the record title holder of approximately 4.21 acres of submerged land lying adjacent to the Grantee's Property, as more particularly described in Exhibit "A" attached hereto (the "Servient Estate" ), ti C. The Grantee isc e only possible user of.., -the Servient Estate given its riparian rights. D. The Grantee through ttee use of Grantee's Property and the Servient Estate performs vital public functions such as a acting ytfitors to the City for regional, national and international sailing events, and leaching s`eilingand sailboat racing to members of the community. NOW, THEREFORE, in considefation\pf Ten and No/100 Dollars and other good and valuable consideration, the receipt andfsufficiency,of which are acknowledged by the parties, City and Grantee agree as follows: AGREEMENTS`, 1. Recitals..3he foregoing recitals are true and correct and are incorporated herein as if set out in full in the,body of this Agreement. 2. Gr ,nt of Easement. City hereby grants to Grantee, its employees, members, agents, contractors, subcontractors, invitees and guests, an easement over, across and upon the Servient Estate"; for the limited purpose of constructing, maintaining and operating a marina, providing dockage, to drive pilings, place pile caps, slabs, beams will rip rap, run utilities and take such other action as is reasonably necessary to construct and utilize'a system of fixed or floating docks am piers, or a combination thereof, over and on the Servient Estate and to maintain and from tirneCto time, to rebuild or reconfigure such system of docks and pins (the Permitted Uses"). The use of the docks and piers shall be limited to Grantee's members,'[nvited guests and law enforcement. All construction and use of the docks and piers shall be done in compliance with the -`laws and regulations of all government agencies having jurisdiction over such docks and piers. 3. Term. This Agreement shall commence thirty days after 'receiving State Approval according to conditions acceptable to the City and Grantee as set forth\n Section 24 herein (the "Effective Dale"), and shall run with the land in perpetuity provided, however, that this easement shall automatically terminate and revert to Grantor with the right of�\Immediate possession and right of entry to the Grantor, or its successors in interest, in the even ,.Grantee: (a) assigns this easement without the City's prior written consent; (b) conveys any interest in the Dominant Estate to a third party without the City's prior written consent; (c) does not Use the 1*-6(6,--4 Servient Estate for the Permitted Use; (d) fails to maintain a non-profit status; (e) abandons or discontinues the Permitted Use for thirty (30) deys, except during times of repair, replacement or construction. Upon termination of this Agreement, all rights and privileges derived from, and all duties and obligations created and imposed by the provisions of this Agreement, shall terminate and have no further force or effect; provided, however, that the termination of this Agreement shall not limit or affect any remedy at law or in equity that either party may have against any other parties with respect to any liability or obligation arising or to be performed under this Agreement prior to the date of such termination. 4. Operations. The Grantee shall, at its sole cost and expense, make any and all improvements required for its use of the Servient Estate. The Grantee shall not encroach beyond the boundaries of the Servient Estate. Should the Servient Estate be abandoned or discontinued by law or otherwise, said easement shall cease and revert with the right of immediate possession and right of entry to the City or its successors in interest. 5. Condition of the Property, Grantee accepts the Servient Estate "as -is", in its present condition and state of repair and without any representation by or on behalf of City except as to the City' title to the Servient Estate, and agrees that City shall, under no circumstances, be liable for any latent, patent or other defects in the Servient Estate. Grantee, at its sole cost, shall maintain the Servient Estate in good order and repair at all times and in an attractive, clean, safe and sanitary condition and shall suffer no waste or injury thereto. Grantee shall be responsible for all repairs and replacements to the Servient Estate required or caused by the use of any part thereof. 6. Expense and Maintenance Responsibilities. Grantee shall design, construct, install, maintain and repair any and all improvements required for its use of the Servient Estate, including, but not limited to, all related infrastructure improvements and permitting costs, at Grantee's sole cost and expense (hereinafter "improvements"), Grantee shall submit plans and specifications for such Improvements to all governmental entities having jurisdiction over the improvements for their prior written approval. Additionally, such plans and specifications shall also be submitted to the City Manager or his designee for his prior written approval, which shall not be unreasonably withheld provided that such improvements are in compliance with the terms of this Agreement. In the event of an emergency, Grantee may reasonably proceed to perform such repair work and shall immediately notify the City of such work. Grantee shall keep the Servient Estate in a safe, sightly, good and functional condition during the term of this Agreement at Grantee's sole cost and expense. All work performed by or on behalf of Grantee shall be conducted in a lien -free manner and in accordance with Paragraph 7 hereof, Prior to commencement of construction, Grantee shall submit to the City Manager proof of funding and/or its financing plans.. 7. Mechanics' Liens. Grantee shall not knowingly suffer or permit any mechanics' liens to be filed against the title to the Servient Estate by reason of work, labor, services or materials supplied to Grantee or anyone having a right to possession of the Servient Estate as a result of an agreement with Grantee acting, with or without Grantee's consent. Nothing in this Agreement shall be construed as constituting the request of the City, expressed or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing of any materials, for any specific work on the Servient Estate nor as giving Grantee the right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any mechanics' liens against the Clty's interest in the Servient Estate. If any mechanics' lien shall at any time be filed against the Servient Estate by reason of work, labor services or materials supplied to Grantee, its officers, members, agents, employees, , contractors or subcontractors, Grantee shall cause it to be discharged of record (by bonding, notice of bond or otherwise) within thirty (30) days after the date that it has notice of its filing; provided, however, that Grantee shall not be required to pay or discharge any mechanics' lien within the thirty (30) day period, so long as Grantee shall in good faith proceed to contest the lien by appropriate proceedings or shall furnish reasonably satisfactory evidence that funds are or will be available to pay the amount of the contested lien claim with all interest on it and costs and expenses, including reasonable attorney's fees to be incurred in connection with it. If Grantee does not: i) cause a mechanics lien to be discharged of record within thirty (30) days after the date Grantee has notice of the filing of a lien; or ii) in good faith proceed to contest the lien by appropriate proceedings within the thirty (30) day period, then Grantee shall be in default of this Agreement. 8, Utilities, Grantee shall pay for all utilities, including, but not limited to, electricity, water, stormwater fees, gas, telephone, garbage and sewage disposal used by Grantee during its occupancy of the Servient Estate pursuant to this Agreement, as well as all costs for installation of any fines and equipment needed by Grantee, its officers, members, agents, invitees, employees, guests, contractors or subcontractors. Grantee, at its sole cost, shall install all utilities required for its use and install separate utility meters required thereby and shall be billed directly by the applicable utility company for such services. 9. Advertising. Grantee shall not permit any advertising signs to be placed either in the interior or upon the exterior of the Servient Estate without having first obtained the approval of the City Manager or his designee. Notwithstanding the foregoing, Grantee shall be permitted to place non-commercial signage which is usual and customary in a marina for the purpose of providing identification, safety and regulatory information. 10. Ownership of Improvements. As of the Effective Date and throughout the Term, title to all improvements on the Servient Estate shall be vested in Grantee, unless otherwise provided by other written agreement. 11. Removal of Property. in the event of termination of this Agreement and if the City so requires by written notice to Grantee, Grantee shall promptly remove all personal property, fixtures and equipment and any buildings and other improvements constructed or caused to be constructed by Grantee on the Servient Estate within one hundred and eighty (180) days after termination of this Agreement. In the event Grantee fails to remove its personal property, equipment and fixtures, and any such buildings and other improvements so designated. by the City from the Servient Estate within said one hundred and eighty (180) day period, said property shall be deemed abandoned and thereupon shall become the sole property of the City. The City, at ifs sole discretion and without liability, shall remove the same and Grantee shall reimburse the City for all reasonable expenses associated with such removal and disposal and the City shall have a lien on the Dominant Estate to secure Grantee's obligation to reimburse the City for such cost of removal. Any and all improvements made to the Servient Estate, other than those portions used by other parties not under Grantee's control, shall be done at the sole cost, expense and risk of Grantee. 12, Consideration. In consideration of the granting of this Agreement, Grantee shall pay to the City for the use of the Servient Estate One Million One Hundred and Forty Thousand Dollars ($1,140,000.00). The Grantee shall procure a survey of the Servient Estate, which cost shall be split 50/50 between the City and Grantee. The City's fifty percent (50%) share shall be credited against the amounts due by Grantee to City. In the event the survey shows a difference of 10% or less in square footage, there shall be no adjustment to the consideration paid by Grantee for use of the Servient Estate. In the event there is more than a 10% difference up or down in the square footage, the consideration shall be adjusted based on a rate of $6,55 per square foot. 13. Compliance With Permits and Laws. In connection with the construction, maintenance and use of the Servient Estate, Grantee shall: (i) obtain and maintain all required permits and approvals from applicable Governmental Authorities having jurisdiction or regulatory authority over same; and (ii) comply with all Applicable Laws with respect to the Servient Estate, including, but not lirnited, to Chapter 713, F.S. Grantee, in connection with its use of the Servient Estate, shall comply with all laws which apply to its use of the Servient Estate, including to the extent applicable to Grantee the Americans with Disabilities Act ("ADA") and including to the extent applicable to Grantee all laws prohibiting discrimination, 14. Insurance. In connection with the Servient Estate, Grantee shall obtain and maintain or cause to obtained and maintained throughout the term of this Agreement the types. and amounts of insurance coverages set forth in Exhibit B, attached hereto and incorporated herein by this reference. 15, Indemnity, Grantee shall indemnify, defend and save harmless City and City's successors, permitted assigns, officials, employees and agents (the "City Indemnified Parties") from and against any and all claims, actions, proceedings, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys` fees and costs), arising out of, or relating to the Servient Estate, or in any way connected to the, construction, installation, maintenance and repairs which Grantee its officers, members, agents, invitees, employees, guests, contractors or subcontractors perform or cause to be performed in the Servient Estate and the use of the easements described herein (the "Indemnified Matters"), In case any action or proceeding is brought against City by reason of any of the indemnified Matters, Grantee, upon sixty (60) days' written notice from City, shall, at its expense, resist or defend the action or proceeding by counsel reasonably satisfactory to City and pay for related attorney costs, court costs, damage awards, as well as satisfy any other remedies demanded by the court. City shall also be entitled to appear, defend, or otherwise take part in such action orproceeding, at its election, and at the sole expense of City by counsel located within Miami -Cade County, Florida of its own choosing, provided that: (i) such action by City shall not limit or make void any liability of any insurer of Grantee or City with respect to the claim or matter in question; and .(ii) City shall not, without Grantee's prior written consent, settle any such action or proceeding or interfere with Grantee's defense or prosecution of such action or proceeding. The provisions of this Section shall Survive the termination of this Agreement. Nothing contained in this Section 15 shall create a right to indemnity in favor of the City indemnified Parties for or on account of their own gross negligence or willful misconduct. 16. No Liability, in no event shall the City be liable or responsible for injury, loss or damage to the property, Improvements, fixtures and/or equipment belonging to or rented by Grantee, its officers, members, agents;`employeescontractors,-siib-contractors, assigns, invitees or patrons occurring in or about the Servient Estate that may be stolen, destroyed, or in any way damaged, including, without limitation, fire, flood, steam, electricity, gas, water, rain, vandalism or theft which may leak or flow from or into any part of the Servient Estate, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures on the Servient Estate, or from hurricane or any act of God or any act of negligence of any user of the facilities or occupants of the Servient Estate or any person whomsoever whether such damage or injury results from conditions arising upon the Servient Estate or upon other portions of the Servient Estate or from other sources. Grantee indemnifies the City, its officers, agents and employees from and against any and all such claims even if the claims, costs, liabilities, suits, actions, damages or causes of action arise from the negligenceor alleged negligence (but not gross negligence or willful misconduct) of the City, including any of its employees, agents, or officials so long as they are acting within their scope of employment, Nothing contained in this Section 16 shall create a right to indemnity in favor of the City Indemnified Parties for or on account of their own gross negligence or willful misconduct. Grantee acknowledges that, as lawful consideration for being granted the right to utilize and occupy the Servient Estate, Grantee, on behalf of itself, its agents, invitees, employees, guests, contractors, and sub -contractors does hereby release from any legal liability the City, its officers, agents and employees, from any and all claims for injury, death or property damage resulting from Grantee's use of the Servient Estate. Grantee further agrees that it shall be responsible for providing its own security. 17. Safety. Grantee and each of its employees, agents, officers, contractors and subcontractors shall allow the City inspectors, agents or representatives the ability to monitor compliance on the Servient Estate with safety precautions as required by federal, state or local laws, rules, regulations and ordinances. By performing these inspections, the City, its agents, or representatives are not assuming any liability by virtue of these laws, rules, regulations and ordinances. Grantee and each of its employees, agents, officers, contractors and subcontractors shad have no recourse against the City, its agents or representatives from the occurrence, non- occurrence or result of such inspection(s). Simultaneously with the Effective Date, Grantee shall contact the City's Risk Management Department Safety Unit in writing to coordinate such inspection(s). 18. Taxes, Grantee covenants and agrees to pay before any fine, penalty, interest or costs is added for nonpayment, any and all charges, fees, taxes or assessments levied against the Servient Estate and improvements, property, sales, rents or operations thereon, or against personal property of any kind, owned by or placed in, upon or about the Servient Estate, including, but not limited to sales, ad valorem taxes, fire fees and parking surcharges, as applicable , Payment thereof shall commence with and shall include taxes, if any assessed for then current year. Grantee further covenants and agrees to pay ail of the said taxes, if any, lawfully assessed, on such dates as they become due and payable. In the event Grantee fails to pay the real property taxes by April 15' of each year, Grantee shall be responsible to pay the City a late fee equal 10 5% of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs the City will incur by reason of late payment by Grantee. Acceptance of such late charge by the City shall not constitute a waiver of Grantee's default with respect to such delinquent amount, nor prevent the City from exercising any of its other rights and remedies or at taw or in equity, Any real property taxes not paid by April 151 of each year and actually paid by the City shall bear interest at the rate of 18% per annum, commencing on April 1 and shall constitute a lien on the Dominant Estate to secure Grantee's obligations to pay such taxes. Grantee shall pay such interest to the City. Payment of such interest shall not excuse or cure any default by Grantee under this Agreement In the event that Grantee becomes delinquent in the payment of real property taxes, the City, upon providing written notice to Grantee, may require either of the following, at its sole option: (1) Grantee to escrow monthly to the City an amount equal to one-twetfth of the amount billed for ad valorem taxes, without discounts, during the previous calendar year plus 5% to cover estimated annual tax increases. Said amount shall be paid on the first day of each month. In the event the amount escrowed is not sufficient to pay the full amount of taxes due, Grantee shall pay the difference to the City for remittance to the County within fifteen (15) days of receipt of notice from the City of the amount of such deficiency. In the event the amount of monies escrowed are in excess of the taxes due, the balance shall be applied to the following year's tax payment; or (2) Grantee shall enroll in the Dade County Ad Valorem Tax Payment Plan. Failure of Grantee to pay the real property taxes levied on the Servient Estate when due and any late fees in connection therewith, to pay a monthly real estate tax escrow to the City, or to enroll in the Dade County Ad Valorem Tax Payment Plan as aforesaid shall constitute an event(s) of default under this Agreement. Notwithstanding the foregoing, Grantee shall have the right to appeal or contest the imposition of any taxes andior the assessed values in accordance with applicable law. 19. Eminent Domain. In the event the whole or any part of the Servient Estate is taken by right of eminent domain or any similar authority of law (a "Taking"), the entire award for the value of the land and improvements so taken shall be apportioned between Grantee and the City in proportion to the respective values of Grantee's Easement and the City's interest in the Servient Estate. 20. Compliance with Environmental Laws. Grantee represents and warrants that during the term of this Agreement, it will not use or employ the Servient Estate, or any other City -owned property, to handle, transport, store or dispose of any Hazardous Materials and that it will not conduct any activity on the Servient Estate or City -owned property in violation of any applicable environmental caws. Notwithstanding the foregoing, Grantee may handle, transport, store or dispose of Hazardous Materials as necessary for Grantee's Permitted Use of the Servient Estate as long as such handling, transportation, storage and disposal is performed in strict compliance with all applicable laws and regulations. Grantee hereby indemnifies and holds harmless the City and their respective officers, employees and agents, from and against all actions and liabilities relating to Grantee's handling, transportation, storage and disposal of Hazardous Materials on or about the Servient Estate or City -owned property. The requirements of this paragraph shall survive the cancellation, revocation, termination or expiration of this Agreement. 21. Hazardous Materials. In connection with its activities on the Servient Estate, , Grantee shad, at its sole cost and expense, at all times and in all respects comply with all federal, state and local laws, statutes, .ordinances and regulations, rules rulings, policies, orders and administrative actions and orders relating to hazardous materials ("Hazardous Materials Laws"), including, without limitation, any Hazardous Materials Laws relating to industrial hygiene, environmental protection or the use, storage, disposal or transportation of any flammable explosives, toxic substances or other hazardous, contaminated or polluting materials, substances or wastes, including without limitation, any "Hazardous Substances", "Hazardous Wastes", °Hazardous Materials" or 'Toxic Substances" (collectively "Hazardous Materials"), under any such laws, ordinances or regulations. In connection with its activities hereunder, Grantee shall, at its sole cost and expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses and other gcvernmental and regulatory approvals relating to the presence of Hazardous Materials within, on, under or about the Servient Estate or required for Grantee's use of any hazardous materials in or about the Servient Estate in conformity with all applicable Hazardous Materials Laws and prudent industry practices regarding management of such Hazardous Materials. Upon cancellation, revocation, termination or expiration of this Agreement, Grantee shall, at its sole cost and expense, cause all Hazardous Materials, including their storage devices, placed in or about the Servient Estate by Grantee or at Grantee's direction,. to be removed from the Servient Estate and transported for use, storage or disposal in accordance and compliance with all applicable Hazardous Materials Laws. Grantee may operate according to the custom of the industry so long as the use or presence of Hazardous Materials is strictly and properly monitored according to, and in compliance with, all applicable governmental requirements, The requirements of this paragraph shall survive the cancellation, revocation, termination or expiration of this Agreement. The City represents that: (1) To the best of its knowledge, there are no environmental violations, whether under federal, state, or local laws, existing on the Servient Estate; (ii) To the best of its knowledge, there are no Hazardous Materials presently existing on the Servient Estate. 22. Default and Termination, If Grantee in any manner defaults in the performance of this Agreement, the City Manager may give written notice to Grantee of such default. If Grantee fails to cure such default within ninety (90) days after written notice is given to Grantee (or such longer period as may be reasonably necessary to cure such default, provided Grantee promptly cornniences and diligently continues 10 cure the default), the City may elect to: (i) terminate this Agreement for a material breach adversely affecting the City's interest in the Servient Estate or (ii) pursue any other remedy available at law or in equity. In the event the material breach consists of or involves a violation of Section 13 asserted by a non -governmental third party, the Easement may not be terminated unless Grantee fails to comply with or satisfy a judgment finding Grantee in violation of paragraph 13. 23. State Approval, Grantee acknowledges that the Servient Estate's subject to certain restrictions contained in Deed No. 19448 made by the Trustees of the internal improvement Fund of the State of Florida to the City dated February 24, 1949, Grantee and City will fully cooperate and work together utilizing best efforts and diligence in order to obtain a finding of compliance with the deed restriction or a waiver of deed restriction if a finding of compliance cannot be obtained from the State of Florida Board of Trustees of the Internal Improvement Trust Fund, The Effective Date of this Agreement is subject to, among other things, the City obtaining the approval of the Trustees of the Internal Improvement Fund of the State of Florida (the "State Approval"), for the use of the Servient Estate as set forth in this Agreement. Should the State of Florida require the payment of any fee or other consideration for the State Approval, the City and Grantee agree to negotiate a mutually acceptable payment of the fees. In the event the State Approval is not obtained within eighteen (18) months from the execution of this Agreement, then this Agreement shall be null and void ab initio. 24. Public Purpose. Grantee, at its sole cost, agrees to provide, or cause to be provided, during the months of May and September, the clean-up of the island located easterly of the Servient Estate, as depicted in Exhibit C attached hereto. Cleanup shall consist of removing and disposing of ordinary trash and Jitter that may be located on the island, This obligation shall be limited solely to the pick up and removal of trash and small debris weighing less than ten (10) pounds that may be located on the island. This obligation shall be limited to the pick up and removal of trash and litter that can be picked easily up by hand. The Grantee shalt have no obligation to remove and dispose of any dangerous, hazardous or toxic materials, jetsam, flotsam, storm debris, derelict vessels or parts thereof or any other debris weighing in excess of ten (10) pounds, individually. The Grantee agrees to: (i) continue to host regional, national or international sailing events or regattas which attract visitors to the City; (ii) make its docks available to transient guests from other yacht clubs and organizations with which the Grantee shares "reciprocal privileges'; (iii) permit temporary dockage of one taw enforcement vessel not to exceed 36 feet in length within the Servient Estate; and (iv) contribute one half the cost to place a navigation marker and light at the end of the "seaplane" channel. 25. Title, Grantee may, at its sole cost and expense, obtain title insurance on Grantee's interest in the Servient Estate. The City shall cooperate with Grantee and reasonably assist in curing any title defects which may be disclosed by a title search or survey. Nothing contained herein shall require the City to cure any title defects other than those created by the City nor shall City be required to bring any action or to incur any expense to cure any title defect. Grantee agrees to perform all necessary title work that it elects to perform in a timely fashion on or before the Effective Date. Grantee's execution of this Agreement and payment of the consideration to the City shall be conclusive evidence that Grantee has accepted title to the easement contemplated hereunder in its then "AS IS" condition. 26. Frustration of Purpose. If within 24 months following the Effective Date, Grantee is unable to obtain the permits necessary to construct the improvements necessary to construct and operate a marina similar to the one currently operated by Grantee in the Servient Estate under a lease with the City, then Grantee may cancel this Agreement and return the Servient Estate to the City. In such event, the City shall return the consideration paid less a termination fee of Seven Thousand One Hundred Sixty Seven Dollars and 00/100 ($7,167.00) per month for each month after the Effective Date to the date of surrender of possession. Grantee shall, if so requested by the City, remove existing docks at its own expense, less any reduction due Grantee by the City. 27. Notices. Ail notices and other communications under this Agreement shall be in writing and shall be given by certified mail, return receipt requested, hand delivery or courier ("Notice"( addressed to the City or Grantee as may be applicable, at: City: City of Miami City Manager 3500 Pan American Drive Miami, FL 33130 with a copy to City of Miami City Attorney 444 S,W. 2`d Avenue, Suite G45 Miami, FL 33130 City of Miami Director, Public Facilities Asset Management Division 444 S.W. 2" Avenue, 3`° Floor Miami, FL 33130 Grantee: Coral Reef Yacht Club Attn: Commodore 2484 S Bayshore Drive Miami, FL 33133 With copy to:. Coral Reef Yacht Club Attn: General Manager 2484 S Bayshore Drive Miami, FL 33133 or to such other address as either party may designate from time to time. If Notice is given by hand delivery or courier, Notice shall be deemed served on the date of such delivery. If the Notice is sent via certified mail, Notice shall be deemed served five (5) business days after the date the Notice is deposited with the U.S. Post Office. 28. Assignment; Binding Effect. This Agreement may not be assigned, pledged, transferred or encumbered without the expressed written approval of the City Manager, which approval may be withheld or conditioned in his sole discretion, This Agreement shall be binding upon and inure to the benefit of City and Grantee and their respective successors and permitted assigns. Any transferee approved by the City of any part of the Servient Estate shall automatically be deemed, by acceptance of the title to any portion of the Servient Estate, as the case may be, to have assumed all obligations of this Agreement. 29. Headings. The captions and headings contained in this Agreement are for convenience of reference only and shall not affect the construction ar interpretation of this Agreement. 30. Non -Dedication. Nothing contained in this Agreement shall be deemed to be a gift or dedication of any portion of the Servient Estate to Grantee, it being the intention of the parties hereto and their successors and assigns that nothing in this Agreement, expressed or implied, shall confer upon any person other than the parties hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement. 31, Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceabiility without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision beyond such extent or in any other jurisdiction. It is the intention of the parties to this Agreement that if any provision of this Agreement is capable of two constructions, one of which would render the provision void and the other of which would render the provision valid, the provision shall have the meaning which renders it valid, 32. Responsibility. Notwithstanding anything to the contrary contained in this Agreement, each party to this Agreement shall be liable and responsible for the obligations, covenants, agreements, and responsibilities created by this Agreement and for any judgment rendered hereon only to the extent of its respective interest in the Servient Estate and the improvements thereon. 33, Attorneys' Fees. in the event it becomes necessary for either party to institute legal proceedings to enforce the provisions of this Agreement, each party shall bear its own attorneys' fees through all trial and appellate levels, 34. Waiver of Jury Trial. The parties hereby knowingly, irrevocably, voluntarily and intentionally waive any right either may have to a trial by jury in respect of any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement or any amendment or modification of this Agreement or any other agreement executed by and between the parties in connection with this Lease, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a material inducement for City and Grantee to enter into this Agreement. 35, No Third Party Beneficiaries. Nothing in this Agreement shall confer upon any person, other than the parties and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement. 36. Construction. Both parties substantially contributed to the preparation and negotiation of this Agreement. Accordingly, this Agreement shall not be construed against the party responsible for preparing it, 37. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, without application of its conflict of law principles. 38. No Partnership. Nothing in this Agreement shall be construed to make the parties hereto partners or joint venturers or render either of said parties liable for the debts or obligations of the other. 39, Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shah constitute one and the same instrument and any party hereto may execute this Agreement by signing any such counterpart. 40. Recording. Unless otherwise required by the State of Florida, the parties agree that this Easement Agreement shall not be recorded but that a Memorandum of Easement in the form attached hereto as Exhibit E shall be recorded at the Grantee's expense. IN WITNESS WHEREDF, City and Grantee have executed this Easement Agreement as of the date set forth above. ATTEST: CITY OF MIAMI, a Municipal Corporation of the State of Florida By: By: Priscilla A. Thompson, City Clerk Joe Arriola, City Manager APPROVED AS TO INSURANCE APPROVED AS TO FORM AND REQUIREMENTS: CORRECTNESS: By: By Dania Carrillo, Director Jorge L. Fernandez Risk Management Department City Attorney STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of 2006, by , as the City Manager of -the City of Miami, a,.ntonicipal corporation of the State of Florida, on behalf of the City. Personally Known or Produced Identification Type of identification Produced Signature: Name: [Print or type] Title: Notary Public Serial No„ if any: My commission expires ATTEST: By: CORAL REEF YACHT CLUB, a Florid nonprofit corporation By: Print Name & Title Print Name & Title STATE OF COUNTY OF } The foregoing 'instrument was acknowledged before me this day of 2006, by , as the City Manager of the City of Miami, a municipal corporation of the State of Florida, on behalf of the City. Personally Known or Produced identification Type of identification Produced Signature: Name: [Print or type} Title: Notary Public Serial No., if any: My commission expires Exhibit A EASEMENT AREA SERVIENT ESTATE Two abutting parcels of submerged land in Biscayne Bay, lying in Section 22, Township 54 South, range 41 East, Miami, Dade County, Florida, described as follows; Begin at the intersection of the southeasterly extension of the northeasterly line of Lot 16, Block 43 of SAMUEL RHODES AMENDED MAP OF NEW BISCAYNE, and the Dade County Bulkhead Line (LLS. Harbour and Pierhead Line), as recorded in Plat Book "B" at Page 116 and in Plat Book 74, at Page 3-5, respectively of the Public Records of Dade County, Florida, thence run southeasterly along said northeasterly tine for a distance of 485 feet; thence deflecting to the right 90° run southwesterly a distance of 253.6 feet more or less to a point of intersection with the southeasterly extension of a line that is 50.0 feet southwesterly of and parallel with the southwesterly line of said Lot 16; thence deflecting to the right 90° run northwesterly along the southeasterly extension cf a line that is 50,0 feet southwesterly of and parallel with the southwesterly line of said Lot 16 for a distance of 502 feet more or less to a point on the Dade County Bulkhead Line, (U.S. Harbor and Pierhead Line); thence deflecting to the right 90° 25' 29" run northeasterly along said Dade County Bulkhead Line (U,S, Harbor and Pierhead Line) a distance of 163.4 feet more or less to a point, which point is an angle point In the said Dade County Bulkhead Line (U.S, Harbour and Pierhead Lines, thence deflecting to the right 10° 48' 01" continuing elong said Cade County bulkhead line (U.S. Harbor and Pierhead Line), a distance of 91.7 feet more or less to the point of beginning; said parcel containing 2.92 acres (127,256 square feet) more or less, and; Commence at the intersection of the southeasterly extension of the northeasterly line of Lot 16, Block 43 of SAMUEL RHODES AMENDED MAP OF NEW BISCAYNE, and Dade County Bulkhead Line, (U.S. Harbor and Pierhead), as recorded in Plat Book "B" and Page 16 and in Plat Book 74, at Page 3-5, respectively of the Public Records of Dade County, Florida; thence run southeasterly along the southeasterly extension of said northeasterly line of Lot 16 for a distance of 45 feet to the point of beginning of the parcel herein described; then continue southeasterly along said line a distance of 320.29 feet; thence deflecting to the left 90° run northeasterly a distance of 190 feet thence deflecting to the left 90° run northwesterly a distance of 269,38 feet, thence deflecting to the left 75 ° run southwesterly a distance of 196.70 feet to the point of beginning, continue 1.29 acres (56,129 ft. 2 ) more or less. l � 'CET Ioo ZOO. Greenleaf-Telesca 0%4.014. . 1as.4.LL.nrre f T'— CORAL REEF YACHT CLUB 2484 50VTH BAYSHORE ORIvE JAIAktt, FLORIDA Exhibit B insurance Requirements Grantee agrees to have the following policies of insurance in effect and will provide duly authorized certificates of insurance to the Risk Manager for the City of Miami to confirm the existence of such policies of insurance to gain physical access to the parcel(s) of land owned by the City of Miami located on Watson Island which are described in this Agreement. Such policies of insurance are to be in effect no later than the date of physical access to such parcels of land by Grantee, its contractors and subcontractors pursuant to this Agreement, except as otherwise noted in this Agreement, t, Commercial General Liability subject to limits and endorsements as shown below: A, Limits of Liability: Eodily injury and property carnage liability each occurrence: $1,000,000 General aggregate limit: $2,000,000 Products/completed operations; $1,000,000 Personal and advertising injury: $1,000,000 B. Endorsements required: City of Miami included as additional insured Employees included as insured Independent contractor's coverage Waiver of subrogation Explosion, Collapse and underground hazard It. Business Automobile Liability A. Limits of Liability (k) Bodily injury and property damage liability combined single limit Any auto, including hired, borrowed, or non -owned autos any one accident: $1,000,000 B. Endorsements required City of Miami included as an additional insured Workers Compensation Limits of liability Statutory -State of Florida Waiver of subrogation IV. Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident. $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit V. Marine Operators Legal Liability A. Limits of Liability Each Occurrence Aggregate $1,000,000 $1,000,000 Insurance Requirements for Construction of Docks (by General Contractor): Commercial General Liability subject to limits and endorsements as shown below: A. limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Products/Completed Operations Personal and Advertising Injury B. Endorsements Required $1,000,000 $ 2,000,000 $ 1,000,000 $1,000,000 City of Miami included as an Additional Insured Employees included as insured Independent Contractors Coverage Contractual Liability Waiver of Subrogation Premises/Operations Explosion, Collapse and Underground Hazard Loading and Unloading Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami included as an Additional Insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation IV. Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident. $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit V. Umbrella Policy A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 1,000,000 Aggregate $ 1,000,000 VI. Owners & Contractor's Protective Each Occurrence General Aggregate $1,000,000 $1,000,000 The City's Department of Risk Management, reserves the right to reasonably amend the insurance requirements by the issuance of a notice in writing to Grantee, The Grantee shall provide any other insurance or security reasonably required by the City. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change. Companies authorized to do business in the State of Florida with the following qualifications, shall issue all insurance policies required above: The company must be rated nc less than "A-" as to management and no less than Class V as to financial strength by the latest edition of Best's Insurance Guide, published by A. M. Bests Company, Oldwick, New Jersey, or its equivalent. All policies and/or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Notwithstanding. the foregoing, Grantee may cause its independent contractors to provide some or all of the foregoing insurance coverages, and to the extent that such independent contractors carry such coverages, Grantee shall not be required to carry such coverages, so long as the coverages obtained by Grantee and such independent contractors together satisfy the requirements of this Agreement. � \ } ..*, \\f\ ~ » .\ >\ a (, \ .. & r a MGomezChen •iegitemp22705apdf '05/16/06 05:03 PM Exhibit 0 Grantee Corporate Resolution (To be included prior to Execution) Exhibit E Memorandum of Easement This instrument was prepared by: Brian L. Fink, Esq. Catlin Saxon Evans Fink Kolski & Romanez, LLP. 2600 Douglas Road Suite 1109 Coral Gables, Florida 33134 OFFICE FOR USE BY RECORDING MEMORANDUM OF EASEMENT AGREEMENT This Memorandum of Easement Agreement is entered into on , 200 , by THE CITY OF MIAMI, a municipal corporation of the State of Florida, (hereinafter referred to as "City" or "Grantor") and CORAL REEF YACHT CLUB, a Florida non-profit corporation (hereinafter referred to as "Grantee"), 1. City and Grantee entered into a SUBMERGED LANDS EASEMENT AGREEMENT ("Agreement") dated as of , 200 , for the purpose of Grantee constructing, maintaining and operating a marina, providing dockage, to drive pilings, place pile caps, slabs, beams and rip rap, run utilities and take such other action as is reasonably necessary to construct and utilize a system of fixed or floating docks and piers, or a combination thereof, over and on the Servient Estate and to maintain and from time to time, to rebuild or reconfigure such system of docks and piers, All of the foregoing is set forth in the Easement Agreement. 2. The term of the Easement is perpetual unless earlier terminated for cause as set forth therein. 3. The Servient Estate that is the subject of the Easement Agreement is described in Exhibit "A" annexed hereto. 4. Copies of the Easement Agreement shall be available from the City of Miami, Department of Public Facilities, 444 SW 2"tl Avenue, 3rd Floor, Miami, Florida 331,30. IN WITNESS WHEREOF, the parties have executed this Memorandum of Easement Agreement as of the day and year first written above. Signed, Sealed and Delivered in our Presence: Print Name: Print Name: ATTEST; PRISCILLA THOMPSON City Clerk APPROVED AS TO FORM AND CORRECTNESS: JORGE L. FERNANDEZ City Attorney APPROVED AS TO INSURANCE REQUIREMENTS: Risk Management Print Name: THE CITY OF MIAMI, a municipal corporation of the Stet By: .303E ARRIOLA, City Manager CORAL REEF YACHT CLUB, a Florida non-profit corporation By: Print Name: CHARLES BAUMBERGER, Commodore STATE OF FLORIDA COUNTY OF MIAMI•DADE: THIS INSTRUMENT WAS ACKNOWLEDGED before me this day of , 20 _,,, by JQE ARRIOLA, as City Manager of THE CITY OF MIAMI, a municipal corporation of the State of Florida, He is personally known to me or produced as identification and did not take an oath. Print Name: Notary Public, State of Florida My Commission Expires: STATE OF FLORIDA COUNTY OF MIAM -DADS: THIS INSTRUMENT WAS ACKNOWLEDGED before me this — day of , 20 , by CHARLES EAUMBERGER, as Commodore of CORAL REEF YACHT CLUB, a Florida non- profit corporation. He is personally known to me or produced as identification and did not take an oath. Print Name: Notary Public, State of Florida My Commission Expires: Exhibit "A" Legal Description of Servient Estate Two abutting parcels of submerged land in Biscayne Bay, lying in Section 22, Township 54 South, range 41 East, Miami, Dade County, Florida, described as follows: Begin at the intersection of the southeasterly extension of the northeasterly line of Lot 16, Block 43 of SAMUEL RHODES AMENDED MAP OF NEW BISCAYNE, and the Dade County Bulkhead Line (U.S. Harbour and Pierhead Line), as recorded in Plat Book "B" at Page 116 and in Plat Book 74, at Page 3-5, respectively of the Public Records of Dade County, Florida, thence run southeasterly along said northeasterly line for a distance of 485 feet; thence deflecting to the right 90° run southwesterly a distance of 253,6 feet rnore ar less to a point of intersection with the southeasterly extension of a line that is 50,0 feet southwesterly of and parallel with the southwesterly line of said Lot 16; thence deflecting to the right 90° run northwesterly along the southeasterly extension of a line that is 50.0 feet southwesterly of and parallel with the southwesterly line of said Lot 16 for a distance of 502 feet more or less to a point on the Dade County Bulkhead Line, (U.S. Harbor and Pierhead Line); thence deflecting to the right 90° 25' 29" run northeasterly along said Dade County Bulkhead Line (U.S. Harbor and Pierhead Line) a distance of 163.4 feet more er less to a point, which point is an angle point in the said Dade County Bulkhead Line (U.S_ Harbour and Pierhead Lines, thence deflecting to the right 10° 48' 01" continuing along said Dade County bulkhead line (U.S. Harbor and Pierhead Line), a distance of 91.7 feet more or less to the point of beginning; said parcel containing 2.92 acres (127,256 square feet) more or less. and; Commence et the intersection of the southeasterly extension of the northeasterly line of Lot 16, Block 43 of SAMUEL RHODES AMENDED MAP OF NEW BISCAYNE, and Dade County Bulkhead Line, (U.S. Harbor and Pierhead), as recorded in Plat Book "E' and Page 16 and in Plat Book 74, at Page 3-5, respectively cf the Public Records of Dade County, Florida; thence run southeasterly along the southeasterly extension of said northeasterly line of Lot 16 for a distance cf 45 feet to the point of beginning of the parcel herein described; then continue southeasterly along said line a distance of 220.29 feet; thence deflecting to the left 90° run northeasterly a distance of 190 feet thence deflecting tc the left 90° run northwesterly a distance of 269.38 feet, thence deflecting to the left 75 ° run southwesterly a distance of 196.70 feet to the point of beginning, continue 1.29 acres (56,129 ft. 2) more ar less. • 253 6' 0 reL7 iCc.) ZOO Greenlecrf-Teiesca V• CORAL REEF YACHT CLUB 2484 SOUTH SAYSHOR.E OpivE FLORIDA